Common use of Costs, Expenses and Indemnification Clause in Contracts

Costs, Expenses and Indemnification. The Borrowers agree to pay (on a joint and several basis) all costs and expenses of the Administrative Agent and each Agent in connection with the preparation, execution, delivery, modification and amendment of this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and each Agent with respect thereto and with respect to advising such agents as to their respective rights and responsibilities under this Agreement and such other Transaction Documents. The Borrowers further agree to pay (on a joint and several basis) all costs and expenses, if any (including reasonable counsel fees and expenses), of the Administrative Agent, each Agent and each Lender in connection with the enforcement of this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04 and all costs and expenses (including reasonable counsel fees and expenses) in connection with the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Borrowers hereunder or under any Transaction Document. The Borrowers further agree to indemnify (on a joint and several basis) each Lender, each Agent and the Administrative Agent and each of their respective affiliates, control persons, officers, directors, employees and agents (each an "Indemnified Party"), from and against any and all claims, damages, losses, liabilities and expenses (including reasonable fees and disbursements of counsel) for which any of them may become liable or which may be incurred by or asserted against any of them in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising out of, related to or in connection with the transactions described herein whether or not any Indemnified Party or the Borrowers is a party thereto, including any transaction in which any proceeds of any Borrowing are or are proposed to be applied; provided, however, that neither Borrower shall be liable for any portion of such claims, damages, losses, liabilities or expenses resulting from an Indemnified Party's gross negligence or willful misconduct. The provisions of this Section 8.04 shall survive the termination of this Agreement.

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay (and reimburse on a joint and several basis) demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and each Agent the Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the other Transaction Documents Agreement and the other documents to be delivered hereunder and thereunderhereunder, including including, without limitation, the reasonable fees and out–of–pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay promptly all costs and expenses, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses of counsel for the Administrative Agent and each Agent with respect thereto and with respect to advising such agents as to their respective rights and responsibilities under this Agreement and such other Transaction Documents. The Borrowers further agree to pay (on a joint and several basis) all costs and expenses, if any (including reasonable counsel fees and expensesof the Lenders), of properly incurred by the Administrative Agent, each Agent and each or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Transaction Documents Agreement and the other documents to be delivered hereunder and thereunderhereunder, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04 and all costs and expenses (including 8.04(a). Such reasonable counsel fees and expensesout-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated. (b) in connection with the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Borrowers hereunder or under any Transaction Document. The Borrowers further agree Borrower hereby agrees to indemnify (on a joint and several basis) each Lenderthe Administrative Agent, Xxxxxxx Xxxxx Xxxxxx Inc., each Agent and the Administrative Agent Lender and each of their respective affiliates, control persons, Affiliates and their respective officers, directors, employees employees, agents, advisors and agents representatives (each each, an "“Indemnified Party"), ”) from and against any and all direct claims, damages, losses, liabilities and expenses (including including, without limitation, reasonable fees and out-of-pocket disbursements of counsel) for which any of them may become liable ), joint or which several, that may be incurred by or asserted or awarded against any of them Indemnified Party, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding each case arising out of, related to of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or the transactions described herein contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its stockholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any Indemnified Party of the conditions precedent set forth in Article 3 are satisfied or the Borrowers other transactions contemplated by this Agreement are consummated, except to the extent such direct claim, damage, loss, liability or expense is found in a party theretofinal, including any transaction in which any proceeds non-appealable judgment by a court of any Borrowing are or are proposed competent jurisdiction to be applied; provided, however, that neither Borrower shall be liable for any portion of have resulted from such claims, damages, losses, liabilities or expenses resulting from an Indemnified Party's ’s gross negligence or willful misconduct. The provisions Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, except to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct, and the Borrower waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.04 any special, exemplary, punitive or consequential damages. The agreements in this Section 8.04(b) shall survive repayment of the termination Borrowings and all other amounts payable hereunder. (c) If any payment of this Agreementprincipal of, or Conversion or Continuation of, any Eurodollar Rate Advance is made other than on the last day of an Interest Period for such Advance as a result of any optional or mandatory prepayment, acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses (other than loss of profit) which it may reasonably incur as a result of such payment, Continuation or Conversion and the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. A certificate as to the amount of such losses, costs and expenses, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay (and reimburse on a joint and several basis) demand all reasonable costs and expenses of the Administrative Agent and each Agent the Arranger in connection with (i) the arrangement and syndication of the credit facility established hereby and (ii) the preparation, execution, delivery, administration, modification and amendment of this Agreement, the other Transaction Documents Agreement and the other documents to be delivered hereunder and thereunderhereunder, including including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and each Agent the Arranger with respect thereto and with respect to advising such agents the Administrative Agent and the Arranger as to their respective its rights and responsibilities under this Agreement and such other Transaction DocumentsAgreement. The Borrowers Borrower further agree agrees to pay (on a joint and several basis) demand all costs and expenses, if any (including including, without limitation, reasonable counsel fees and expenses), expenses of the Administrative Agent, each Agent and each of the Lenders), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Transaction Documents Agreement and the other documents to be delivered hereunder and thereunderhereunder, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04 and all costs and expenses (including 8.04(a). Such reasonable counsel fees and expensesout-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated. (b) in connection with the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Borrowers hereunder or under any Transaction Document. The Borrowers further agree Borrower hereby agrees to indemnify (on a joint and several basis) each Lenderthe Administrative Agent, the Arranger, each Agent and the Administrative Agent Lender and each of their respective affiliates, control persons, Affiliates and their respective officers, directors, employees employees, agents, advisors and agents representatives (each each, an "“Indemnified Party"), ”) from and against any and all direct claims, damages, losses, liabilities liabilities, penalties and expenses (including including, without limitation, reasonable fees and disbursements of counsel) for which any of them may become liable ), joint or which several, that may be incurred by or asserted or awarded against any of them Indemnified Party, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding each case arising out of, related to of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or the transactions described herein contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any Indemnified Party of the conditions precedent set forth in Article 3 are satisfied or the Borrowers other transactions contemplated by this Agreement are consummated, except to the extent such direct claim, damage, loss, liability or expense is found in a party theretofinal, including any transaction in which any proceeds non-appealable judgment by a court of any Borrowing are or are proposed competent jurisdiction to be applied; provided, however, that neither Borrower shall be liable for any portion of have resulted from such claims, damages, losses, liabilities or expenses resulting from an Indemnified Party's ’s gross negligence or willful misconduct. The provisions Borrower hereby further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, except to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. To the extent permitted by applicable law, the Borrower shall not assert and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the transactions contemplated hereby. (c) If any payment of principal of, or Conversion or Continuation of, any Eurodollar Rate Advance is made other than on the last day of an Interest Period for such Advance as a result of any optional or mandatory prepayment, acceleration of the maturity of the Advances pursuant to Section 8.04 6.01 or for any other reason, the Borrower shall survive pay to the termination Administrative Agent for the account of this Agreementsuch Lender any amounts required to compensate such Lender for any additional losses, costs or expenses (other than loss of profit) which it may reasonably incur as a result of such payment, Continuation or Conversion and the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. A certificate as to the amount of such losses, costs and expenses, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

Costs, Expenses and Indemnification. The Borrowers agree Borrower agrees, to pay (on a joint and several basis) all costs and expenses of the Administrative Agent and each Agent Credit Support Provider in connection with the preparation, execution, delivery, modification and amendment of this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and each Agent Credit Support Provider with respect thereto and with respect to advising such agents as to their respective rights and responsibilities under this Agreement and such other Transaction Documents. The Borrowers Subject to the provisions of the Subordination Agreement and Article IX hereof, the Borrower further agree agrees to pay (on a joint and several basis) all costs and expenses, if any (including reasonable counsel fees and expenses), of the Administrative Agent, each Agent Credit Support Provider and each Lender in connection with the enforcement of this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section SECTION 8.04 and all costs and expenses (including reasonable counsel fees and expenses) in connection with the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Borrowers Borrower hereunder or under any Transaction Document. The Borrowers Subject to the provisions of the Subordination Agreement and Article IX hereof, the Borrower further agree agrees to indemnify (on a joint and several basis) each Lender, each Agent and the Administrative Agent Lender and each of their its respective affiliates, control persons, officers, directors, employees and agents (each an "Indemnified PartyINDEMNIFIED PARTY"), from and against any and all claims, damages, losses, liabilities and expenses (including reasonable fees and disbursements of counsel) for which any of them may become liable or which may be incurred by or asserted against any of them in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising out of, related to or in connection with the transactions described herein whether or not any Indemnified Party or the Borrowers Borrower is a party thereto, including any transaction in which any proceeds of any Borrowing are or are proposed to be applied; providedPROVIDED, howeverHOWEVER, that neither the Borrower shall not be liable for any portion of such claims, damages, losses, liabilities or expenses resulting from an Indemnified Party's gross negligence or willful misconduct. The provisions of this Section SECTION 8.04 shall survive the termination of this Agreement.

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay (and reimburse on a joint and several basis) demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and each Agent the Arranger in connection with the preparation, execution, delivery, modification delivery and amendment administration of this Agreement, the other Transaction Documents Agreement and the other documents to be delivered hereunder and thereunderhereunder, including including, without limitation, the reasonable fees and out-of-pocket expenses disbursements of counsel for the Administrative Agent and each Agent with respect thereto and with respect to advising such agents the Administrative Agent as to their respective its rights and responsibilities under this Agreement and such other Transaction DocumentsAgreement. The Borrowers Borrower further agree agrees to pay (on a joint and several basis) demand all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses)any, of incurred by the Administrative Agent, each Agent and each or any Lender in connection with the any waiver, modification or enforcement of this Agreement, the other Transaction Documents Agreement and the other documents to be delivered hereunder hereunder, including, without limitation, the fees, disbursements and thereunder, including reasonable other charges of counsel fees and expenses in connection with for the enforcement of rights under this Section 8.04 and all costs and expenses Administrative Agent. (including reasonable counsel fees and expensesb) in connection with the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Borrowers hereunder or under any Transaction Document. The Borrowers further agree Borrower agrees to indemnify (on a joint and several basis) each Lenderthe Administrative Agent, the Arranger, each Agent and the Administrative Agent Lender and each of their respective affiliates, control persons, Affiliates and their respective officers, directors, employees employees, agents, advisors, partners, members and agents representatives (each each, an "“Indemnified Party"), ”) from and against any and all claimslosses, damages, lossesliabilities, liabilities penalties, judgments, costs, expenses and expenses disbursements (including reasonable fees and disbursements of counsel) for which ), of any of them may become liable kind or which nature whatsoever, joint or several, that may be imposed on, incurred by or asserted or awarded against any Indemnified Party, in each case arising out of them in connection with or relating to this Agreement or any investigation, litigation or proceeding or the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding defense with respect thereto arising out of, related to of or in connection with or relating to this Agreement, the transactions described herein contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Loans, whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any Indemnified Party of the conditions precedent set forth in Article 3 are satisfied or the Borrowers is a party theretoother transactions contemplated by this Agreement are consummated, including except to the extent any transaction in which any proceeds of any Borrowing are or are proposed to be applied; provided, however, that neither Borrower shall be liable for any portion of the foregoing results from such claims, damages, losses, liabilities or expenses resulting from an Indemnified Party's ’s gross negligence or willful misconductmisconduct as determined in a judgment by a court of competent jurisdiction. The provisions of Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to any claim for indemnification under this Section 8.04 shall survive the termination 8.04(b) in respect of any taxes, which are subject to indemnification pursuant solely to Section 2.13 of this Agreement. The Borrower agrees not to assert any claim against any Indemnified Party, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans. (c) If any payment of principal of, or Conversion or Continuation of, any Eurodollar Loan is made other than on the last day of an Interest Period for such Loan as a result of any optional or mandatory prepayment, acceleration of the maturity of the Loans pursuant to Section 6.01 or for any other reason whatsoever, the Borrower shall pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, Continuation or Conversion and the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. A certificate as to the amount of such losses, costs and expenses, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay (to the Lender and reimburse the Lender on a joint and several basis) demand for all reasonable costs and expenses of incurred by the Administrative Agent and each Agent Lender in connection with the preparation, executionnegotiation, execution and delivery, modification and administration, modification, amendment or enforcement of this Agreement, the other Transaction Documents Note and the other documents to be delivered hereunder and thereunderhereunder, including including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and each Agent Lender with respect thereto and with respect to advising such agents the Lender as to their respective its rights and responsibilities under this Agreement and such other Transaction Documents. The Borrowers further agree to pay (on a joint and several basis) all costs and expenses, if any (including reasonable counsel fees and expenses), of the Administrative Agent, each Agent and each Lender or in connection with the enforcement of this Agreement, . (b) The Borrower hereby indemnifies the other Transaction Documents and the other documents to be delivered hereunder and thereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04 and all costs and expenses (including reasonable counsel fees and expenses) in connection with the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Borrowers hereunder or under any Transaction Document. The Borrowers further agree to indemnify (on a joint and several basis) each Lender, each Agent and the Administrative Agent Lender and each of its Affiliates and their respective affiliates, control persons, officers, directors, employees employees, agents, advisors and agents representatives (each each, an "“Indemnified Party"), ”) from and against any and all claims, damages, losses, liabilities and expenses (including reasonable including, without limitation, fees and disbursements of counsel) for which any of them may become liable ), joint or which several, that may be incurred by or asserted or awarded against any of them Indemnified Party, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding each case arising out of, related to of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or the transactions described herein contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any Indemnified Party of the conditions precedent set forth in Section 3 are satisfied or the Borrowers other transactions contemplated by this Agreement are consummated, except to the extent such claim, damage, loss, liability or expense is found in a party theretofinal, including any transaction in which any proceeds non-appealable judgment by a court of any Borrowing are or are proposed competent jurisdiction to be applied; provided, however, that neither Borrower shall be liable for any portion of have resulted from such claims, damages, losses, liabilities or expenses resulting from an Indemnified Party's ’s gross negligence or willful misconduct. The provisions of this Section 8.04 Lender shall survive the termination of this Agreementhave no liability for any indirect, special, consequential or punitive damages in connection with any matter relating hereto.